New director underscores Skyline Builders (KAZR) shift to critical minerals

Rhea-AI Filing Summary

Skyline Builders Group Holding Limited reports a board change, appointing John M. Melkon as director effective July 15, 2026 and accepting the resignation of director Ngo Chiu Lam, who stepped down for personal reasons and not due to any disagreement over operations, policies, or practices.

The company highlights Melkon’s extensive U.S. military, geopolitical and critical-minerals experience, aligning with its shift away from the Asian construction sector toward supplying critical minerals and metals to the United States. Skyline describes a previously announced plan to close a merger with Cove Kaz Capital by year-end, and notes Cove Kaz’s 70% controlling interest in the Severniy Katpar tungsten joint venture and 75% interest in the Akbulak rare earth project in Kazakhstan.

Key Figures

Membership interest in critical materials LLC: approximate 20% membership interest Interest in Severniy Katpar LLP: 70% controlling interest Tau-Ken Samruk retained interest: 30% +2 more

5 metrics

Membership interest in critical materials LLC approximate 20% membership interest Subscribed in November 2025 in an LLC involved in the critical materials supply chain

Interest in Severniy Katpar LLP 70% controlling interest Acquired by Cove Kaz Capital Group LLC under a sale and purchase agreement on April 30, 2026

Tau-Ken Samruk retained interest 30% Retained by Kazakhstan’s national mining company Tau-Ken Samruk in the Severniy Katpar LLP joint venture

Interest in Akbulak rare earth project 75% interest Held by Cove Kaz in a joint venture with Qazgeology, a subsidiary of Tau-Ken Samruk

Severniy Katpar acquisition date April 30, 2026 Date Cove Kaz completed a sale and purchase agreement to acquire its 70% interest in Severniy Katpar LLP

Key Terms

business combination, critical minerals, strategic resource projects, registration statement on Form S-4, +2 more

6 terms

business combination financial

"announced a Transaction Agreement to affect a business combination with Cove Kaz"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

critical minerals technical

"a U.S.-backed critical minerals development company focused on advancing strategic resource projects"

Materials needed to build modern technologies—like batteries, electronics, renewable energy systems and defense equipment—that have few easy substitutes and often come from a small number of countries or mines. Investors care because their supply can be disrupted, expensive or slow to increase, which affects the cost, availability and growth prospects of companies and industries that rely on them; think of them as critical spare parts for the global economy.

strategic resource projects technical

"development company focused on advancing strategic resource projects in Kazakhstan"

registration statement on Form S-4 regulatory

"Cove Kaz intends to file a registration statement on Form S-4 containing a prospectus"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement regulatory

"SKBL intends to file a proxy statement for the purpose of soliciting proxies or votes"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

forward-looking statements regulatory

"This press release contains forward-looking statements that are subject to various risks"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

What board changes did Skyline Builders Group (KAZR) disclose?

Skyline Builders added John M. Melkon to its board of directors and accepted the resignation of Ngo Chiu Lam. The company states Lam resigned for personal reasons and not due to any disagreement about its operations, policies, or practices.

Why is John M. Melkon’s appointment important for Skyline Builders (KAZR)?

John M. Melkon brings national security and critical-minerals expertise from roles at the U.S. Military Academy and U.S. Army. Skyline says his background in critical material supply chains and frontier-region negotiations supports its objective to become a key U.S. critical-minerals supplier.

What strategic shift is Skyline Builders Group (KAZR) pursuing?

Skyline Builders is moving from the Asian construction industry toward being a strategic supplier of critical minerals and nuclear fuels to U.S. customers. U.S. investors took control in 3Q 2025 with a goal to divest legacy construction assets and acquire critical-material supply chain interests.

What is the planned business combination between Skyline Builders (KAZR) and Cove Kaz?

In April 2026, Skyline announced a Transaction Agreement for a business combination with Cove Kaz, a U.S.-backed critical minerals developer. Skyline says it expects to close the previously announced merger by year-end, subject to customary processes including an S-4 registration and proxy statement.

What critical-minerals assets does Cove Kaz contribute to Skyline Builders’ (KAZR) strategy?

Cove Kaz holds a 70% controlling interest in Severniy Katpar LLP, developing major tungsten deposits, and a 75% interest in the Akbulak rare earth project. These Kazakhstan projects aim to provide long-term tungsten and rare earth supplies to U.S. and allied markets.

What existing critical-material investment does Skyline Builders (KAZR) report?

Skyline Builders reports subscribing in November 2025 for an approximate 20% membership interest in an LLC involved in the critical materials supply chain. This investment is part of its broader plan to build a portfolio focused on critical minerals and nuclear fuels for U.S. customers.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-42461

SKYLINE BUILDERS GROUP HOLDING LIMITED

(Registrant’s Name)

Office A, 15/F, Tower A, Capital Tower,

No. 38 Wai Yip Street, Kowloon Bay, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

Information contained in this report

Change of Director

Effective July 15, 2026, the board of directors (the “Board”) of Skyline Builders Group Holding Limited (the “Company”) appointed Mr. John M. Melkon as a director of the Board. Concurrently, the Board received and accepted the resignation of Mr. Ngo Chiu Lam from his position as a director of the Board. Mr. Lam resigned for personal reasons and not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices. 

On July 15, 2026, the Company issued a press release discussing the above, which is filed as exhibit 99.1 to this Form 6-K.

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated July 15, 2026

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Skyline Builders Group Holding Limited
Date: July 15, 2026	By:	/s/ Paul Mann
	Name:	Paul Mann
	Title:	Executive Chairman

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Exhibit 99.1

Skyline Builders Group Holding Adds John M. Melkon to Board of Directors

● John M. Melkon will join board of directors as a director and act as a consultant to the Company immediately.

● Melkon, a thirty-year veteran of negotiating critical material supply chains for USA in challenging geopolitical situations, brings significant operating experience to the board of directors.

● Most recently, Melkon has been Director and an Assistant Professor at the United States Military Academy and is leading the Critical Materials Consortium.

GEORGETOWN, CAYMAN ISLANDS, July 15, 2026 (GLOBE NEWSWIRE) -- Skyline Builders Group Holding Limited (Nasdaq: KAZR) (the “Company”), a holding company expecting to close its previously announced merger with Cove Kaz Capital (Cove Kaz) by year-end, today announced it has recruited John M. Melkon to its board of directors as a director and as a consultant to the Company.

Mr. John Melkon is currently a senior advisor to the United States Military Academy at West Point. Previously, from 2012 to 2026 he was a Director and an Assistant Professor at the United States Military Academy and has been recently charged with building and leading the Critical Minerals Consortium. In this capacity he is responsible for facilitating the coordination, planning and execution of the strategic vision and mission to educate faculty, cadets and the community of practice. He also teaches Seminars on Sub-Saharan African Geography, as well as the Geography of the Middle East and North Africa. He serves as a Co-Chair for the Bilateral Defense Committee between the U.S. and South Africa.

Prior to his service at CSCMO (Center for the Study of Civil/Military Operations), Mr. Melkon served as a Senior Operations Advisor to the United States Army Africa in Vicenza, Italy from 2009 to 2012. He was responsible for providing strategic liaison to Inter-Agency and multi-national partners and advising the command on critical operational planning. During that tenure he served the command in OPERATION ODYSSEY DAWN. He was also a Strategic Operations Officer for the Department of Defense from 2006 to 2009 with service to OPERATION ENDURING FREEDOM. Before re-entering public service Mr. Melkon worked as an International Banking Associate for Credit Suisse First Boston in Frankfurt, Germany.

Prior to his civilian service with CSFB, Mr. Melkon was an Army Special Forces Officer and in over thirty years of national security service to the United States of America, Mr. Melkon has had operational and combat experience in Europe, Africa, the Middle East, and Central and South East Asia. His expertise spans a wide range of Civil-Military Operations, Unconventional Warfare, Counterterrorism, Counterinsurgency and Foreign Internal Defense. He is a graduate of the National Senior Intelligence Course and also an FBI Certified Crisis Negotiator.

Mr. Melkon is currently a PhD Candidate at Stellenbosch University along with a Professor of Practice at North West University in South Africa. He received his A.B. in History from Princeton University, and he also holds an MBA from the Lowry Mays School of Business and an MPIA with honors from the George Bush School of Government and Public Service at Texas A&M University. He has been conferred an MA in European Politics and a Certificate of Professional Achievement in Enterprise Risk Management from Columbia University in 2022. He is also a Harvard John F Kennedy School Senior Executive in National and International Security.

“We are excited to add John to our board of directors. John’s experience in negotiating with governments in frontier regions is unique and will bring considerable operational expertise to the Company,” said Paul Mann, Executive Chairman of Skyline Builders Group Holding Limited.

“Additionally, John’s understanding of critical material supply chains globally and their strategic importance to the United States is unique and aligned with the Company’s objective to become a leading supplier of critical minerals and metals to the United States,” he added.

Cove Kaz aims to become a global leader in the mining, extraction, and processing of strategic minerals and metals aimed towards the United States defense and industrial base, specifically tungsten, lithium and rare earth metals.

Concurrent with the appointment of Mr. Melkon, Mr. Ngo Chiu Lam will step down from the board of directors of Skyline Builders Group Holding Limited. The board will now have two directors from the United States, one from Europe, one from the UK/ USA and one from China. This is consistent with the Company’s stated goal to exit the Asian construction industry and become a strategic supplier of critical materials to the United States.

ABOUT SKYLINE BUILDERS GROUP HOLDING LIMITED

Skyline Builders Group Holding Limited (NASDAQ: KAZR) is a Cayman Islands exempted company with limited liability with its main assets focused on the construction industry in Asia.

In the third quarter of 2025, a group of US investors, led by American Ventures, took control of the Company via a significant cash injection with a goal to divest of the legacy Asian construction business and acquire assets in the critical material supply chain.

KAZR seeks to become a highly strategic supplier of critical minerals and nuclear fuels and will focus on prioritizing security of supply for US customers. In November 2025, it announced that it had subscribed for an approximate 20% membership interest in an LLC involved in the critical materials supply chain. In April 2026, the Company announced a Transaction Agreement to affect a business combination with Cove Kaz, a U.S.-backed critical minerals development company focused on advancing strategic resource projects in Kazakhstan.

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ABOUT COVE KAZ CAPITAL GROUP LLC

Cove Kaz Capital Group LLC is a U.S.-backed critical minerals development company focused on advancing strategic resource projects in Kazakhstan. On April 30, 2026 the company completed a sale and purchase agreement to acquire a 70% controlling interest in Severniy Katpar LLP, a joint venture with Kazakhstan’s national mining company Tau-Ken Samruk, which retains the remaining 30%.

Through this partnership, Cove Kaz will be developing the Severnity Katpar and Upper Kairakty tungsten deposits, among the largest undeveloped tungsten resources globally. The project is advancing through feasibility, permitting, and development toward commercial production, with the objective of establishing a long-term, secure supply of tungsten to support critical industrial and defense applications in the United States and allied markets.

In addition, Cove Kaz holds a 75% interest in the Akbulak rare earth project in a joint venture with Qazgeology, a subsidiary of Kazakhstan’s national mining company Tau-Ken Samruk, further strengthening its position in building integrated, diversified critical minerals supply chains. Together, these assets position Cove Kaz as a key participant in the development of reliable, independent sources of strategically important materials outside of China. For more information visit www.kazresources.com.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements that are subject to various risks and uncertainties. These forward-looking statements include statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

IMPORTANT NOTICES AND ADDITIONAL INFORMATION

In connection with the proposed transaction, Cove Kaz intends to file a registration statement on Form S-4 containing a prospectus with the U.S. Securities and Exchange Commission (the “SEC”), and SKBL intends to file a proxy statement for the purpose of soliciting proxies or votes from SKBL shareholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the prospectus, the proxy statement and other documents filed by Cove Kaz and SKBL (in each case when available) with the SEC at the SEC’s web site at http://www.sec.gov. Free copies of these documents and other filings with the SEC may also be obtained by contacting Cove Kaz directly at info@kazresources.com or SKBL at Office A, 15/F, Tower A, Capital Tower, No. 38 Wai Yip Street, Kowloon Bay, Hong Kong, telephone: +852-2811-9688.

NO OFFER OR SOLICITATION

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction contemplated by the Transaction Agreement and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. 

For more information, please contact:

Skyline Builders Group Holding Limited

Investor Relations Department

Email: investors@skylinebuildersgroupholding.com

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Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED JULY 15, 2026 26.4 KB